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In Storybrooke, Henry rides up to his “castle” to find it damaged from the storm. He frantically digs under it looking for his story book as Emma looks on. She asks why he doesn’t hide it under his mattress or with her. Henry says that’s the first place Regina would look. He’s relived when he finds it right where he buried it. Henry tells her his mom doesn’t know about the “castle”, “No, this is our secret.” Just then Regina shows up. She orders Henry to the car and asks why Emma would let him play there when he could so easily get hurt. Emma defends herself but Regina says that she’s the sheriff now and needs to be responsible. Later, at Granny’s diner Emma laments to Mary Margaret about how Regina is giving her a hard time. Mary Margaret tells her it’s just because Regina is upset that Emma and Henry have a special place that she doesn’t have with her son. When her phone buzzes, Mary Margaret looks at the text “We need to talk. Meet at our spot.” She gathers her things and tells Emma that she sees the affect Regina has on Henry. Emma wishes everyone else did too. As Mary Margaret leaves in rush, Sidney slides into the empty seat, “I can grant your wish.” He’s been drinking and tells Emma he can help her show the town “who” Regina really is. Emma is skeptical, “It’s gonna be kinda hard from inside her pocket.” He’s upset that the mayor had him fired from the paper and made a fool out of him in the election, so he’s working on an expose, “And I found something she didn’t want found.” She tells him his drunk and to go sleep it off. When Emma gets up to leave Sidney hands her his card, “Call me. Storybrooke deserves to know the truth about her.” We focus on Sidney’s face and it’s takes us to...

Fairy Tale Land where it’s still Sidney’s face but now he sports a moustache, goatee and turban. As we see more of him, he’s dressed like he’s out of the Arabian Nights sitting in a circular chamber. Then a giant head appears outside his room and picks it up. On the outside we see that it’s a lamp. When the lamp is rubbed, the Fairy Tale Land version of Sidney appears, the Genie of Agrabah. The man he appears to is King Leopold. Then the Genie launches into a well-rehearsed speech, “You are now entitled to three wishes. No more. No Less. But you must know magic has its limits. You cannot wish for life. Nor death. You cannot wish for love. You cannot with for more wishes. And once spoken, a wish cannot be undone, no matter the consequences.” It’s impossible not to notice that the Genie looks bored, like he’s done this a thousand times. King Leopold says he wants for nothing. What he does seek is the happiness of all who set foot in his realm, including the Genie. All the Genie wants is to be free, so the King uses her first wish to set him free. Then the King uses his second to wish to give Genie the third and final wish. The Genie is in disbelief. When King Leopold asks what he will do with his freedom, the Genie says he will find “true love.” The king smiles, “Then come join me at my palace. I am certain you will find it there.”

The Genie meets Snow White at the King’s palace and then he meets Regina, the king’s wife. Who he’s instantly smitten.

Back in Storybrooke, Emma and Henry watch as his “castle” is being torn down. Henry is distraught because his story book is gone. Emma then storms over to Regina, who is overseeing the tear down, and congratulates her for destroying the thing Henry loves. Regina says it was a dangerous thing that could hurt Henry and others. She defends herself, “You see me as a villain, Ms. Swan. But that’s just your perception. And you’re wrong. Learn your place in this town. Or soon enough you won’t be in it.” As Regina walks away, Emma pulls out Sidney’s business card and dials his number. She tells Sidney she’s in and wants everyone to know who Regina really is.

Mary Margaret finds David waiting for her at the toll bridge. He leads her to a secluded clearing where he’s set up a romantic picnic spread for her. She smiles and kisses him. Mary Margaret tells him they need to stop and figure out what they’re doing. David, “We will. Tomorrow.” Mary Margaret, looks at him, smiles and says okay. She leans back in and kisses him.

Under a deserted culvert, Emma clandestinely meets with Sidney. He informs her that Regina is responsible for fifty thousand dollars missing from the budget. Sidney says this is the tip of the iceberg and once they find out what Regina’s doing it’ll all come crumbling down. Then they can show everyone who she really is. Emma wants to do things by the book because she’s Sheriff now. When she asks how he allowed himself to end up in her pocket, Sidney tells her, “I used to think she was a different person.”

In Fairy Tale Land, we find King Leopold enjoying his birthday in his palace. He tells his assembled court that no gifts are necessary because they all pale in comparison to the greatest gift of all, Snow White. She smiles as the King tells her, “Every day I look upon your face, and I am reminded of your dearly departed mother who, like you, truly was the fairest in all the land.” The Queen watches this from across the room and looks wounded. The Genie takes notice. When she takes leave of the party to her garden, the Genie follows. The Queen laments to him that she’s trapped because no matter how hard she tries to please the King, he will never love her the way he loved his first wife. The Genie understands about being trapped. He gives the Queen a mirror so she can see herself as he sees her, “As the fairest in all the land.” She looks genuinely touched as a tear rolls down her cheek.

Back in Storybrooke we find Emma sifting through town records with Sidney in her apartment. Mary Margaret comes home and approves of what they’re doing. When Emma reiterates that she wants to go about exposing Regina the right way, Sidney urges her to do it his way because exposing her is the only thing that’s right. He rationalizes that sometimes doing a bad thing for a good reason is okay. Mary Margaret chimes in, “Yeah – I mean you may be doing something wrong... but if it’s what’s meant to be? If it’s what’s right? Does that really make you a bad person?” Emma reluctantly agrees. Later at Regina’s office, Emma grills her about the missing records of the fifty thousand dollar transaction she made from a city account. She tells Emma and Sidney that those transactions were probably in the records that she had in her office three weeks ago and most likely got burned up when the fire happened. She confidently states she has nothing to hide. Emma leans in, puts her hands on Regina’s desk and stares her down. Then says there’s nothing for her and Sidney to do and leaves. Outside, Sidney asks what she was doing. Emma smiles, says she planted a bug and is ready to do whatever it takes.

In Fairy Tale Land, King Leopold tells the Genie he has reason to believe the Queen’s heart belongs to another man. He gives the Genie her diary to read. In it she speaks of the mirror the Genie gave her and how it awakened feelings in her she abandoned long ago. Those feelings are the hope for love and companionship. The Genie is silently happy, for it confirms she has feelings for him. The King says the diary does not name the man. When the Genie tells King Leopold that the Queen would never act on these feelings, he looks at the Genie “Love makes people do foolish things.” The King wants the Genie to find out who stole his wife’s heart. Then he shows the Genie the mirror, the same mirror he gave the Queen.

Emma walks into the sheriff’s station to find Sidney listening to Regina via the bug she planted. He tells Emma they’ve got something good and plays the tape for her. It’s Regina telling someone on the phone to meet her in the woods and she’ll give them the cash payoff. Emma and Sidney don’t know who’s on the other end but decide to follow Regina. Later, as they follow Regina’s car around a bend in the woods, the brakes go out in Emma police cruiser and they crash into a tree. They are okay but Sidney discovers the brakes have been tampered with. Emma is livid and is more determined then ever to find Regina. As they continue on foot they come upon Mr. Gold walking out of the woods. He’s carrying a briefcase and tells them he was meeting with Regina. Mr. Gold is cryptic as ever but alludes that Regina bought some land from him. He then turns the tables and asks Emma what she’s doing with Sidney in the middle of the night. Sidney says Mr. Gold doesn’t know what Regina did to him or Emma’s son, “We just can’t sit idly by.” Mr. Gold smiles at Sidney, then turns to Emma, “Of course you can. Be Careful. Emotional entanglements can lead us down very dangerous paths.”

The Genie is waiting for the Queen in her garden when her father shows up instead. He tells the Genie that the Queen has been locked away in her chambers by the King and he’s not allowed to see her. Then he gives the Genie a box, imploring him to take it to his daughter because the king trusts him. The Genie asks what’s in the box. Her father says it’s the only thing that can set his daughter free from her wretched life, “If you truly care for my daughter, I know you’ll do whatever it takes to set her free.”

Back in Storybrooke, Emma and Sidney break into Regina’s office in an attempt to find official documents linking her to the land deal with Mr. Gold. The pair get in by throwing a brick through the window. Emma knows that because she’s the sheriff, the alarm company will call her first. That should give her enough time to find the documents. Emma uses a USB drive to run a hard disk recovery utility to find the documents on Regina’s computer. While searching through drawers, Emma finds a large key ring with mysterious looking keys. Her interest is perked but she’s on the hunt for Henry’s story book, so she puts them back. All of a sudden Regina shows up and wants to know what they’re doing there. The story Emma concocts is that Sidney saw some kids break in and she was contacted because of the alarm. Regina doesn’t really buy it but lets it go as Emma and Sidney leave.

The Genie delivers the box to the Queen. She’s wraps her arms around him and tells him her love for him grows stronger with every beat of her heart. She fears that the King will find out about them soon. The Genie relays what her father told him, whatever’s in the box would give her freedom. She becomes somber and opens the box to find the Agrabah Viper, “A snake so deadly it can kill anything.” She says one small bite will set her free from her prison and laments that perhaps they might find each other in another life. As the Queen reaches her hand towards the box the Genie grabs it and says there is another way, “What if the King didn’t live?” She embraces him, not knowing what she’ d do without him and the Genie tells her she’ll never have to find out.

In Storybrooke, the Stranger finds Henry at Granny’s diner furiously writing down the stories from his lost story book. When he asks what the book’s about Henry just says, “Stuff.” Henry asks the Stranger if he’s a writer can’t he do that from anywhere? So why is he really here? The Stranger leans in to Henry’s ear and whispers, “Stuff.” Then tells Henry good luck with the stories and leaves. Meanwhile, Emma and Sidney are sifting through documents they downloaded from Regina’s computer. There are plans that show she’s building something out on the land she bought. Then Sidney says it doesn’t matter because they got her. He excitedly shows Emma an escrow statement with Regina’s name them. Emma isn’t happy because she believes they stooped to Regina’s level with the way they got all information, “It’s fruit of the poisonous tree. Illegally obtained evidence. It’ll get thrown out of court in a heartbeat.” When Sidney says they don’t need her to go to jail, Emma asks what they’re doing then. Sidney, “What you wished for. Getting everyone to see who she is.” He then reluctantly shows Emma pictures of her and Henry that Regina had him take of them. With the information he gave Regina, she waited to destroy their secret place until it would hurt Emma and Henry the most. Emma takes this all in, she’s on board to take Regina down.

At the City Council meeting, Emma and Sidney accuse Regina of stealing thousands of dollars to build a second home. The assembled townspeople are aghast. Emma lays into her calling her a bully and a thug. Regina doesn’t flinch. She says Emma is correct, she is building a house... a play house. On a large screen, she pulls up an overhead slide illustrating the drawing of the new play house for the townspeople to see. Emma’s heart sinks. Regina gloats, “So there you have it, Ms. Swan. You’ve exposed me for who I really am. I hope you’re satisfied.” Mr. Gold watches a defeated Emma and Sidney.

In Fairy Tale Land, the Genie releases the viper into the King’s bed. When the King awakens to find the Genie standing over him the double-headed viper strikes, delivering the fatal poison. The Genie takes the King’s hand with compassion and as the King lay dying, the Genie confesses that he stole the Queen’s heart. He asks the King for forgiveness and starts to leave. Before the King takes his last breath he grabs the Genie’s hand, “I never should have made a wish.”

Outside the town hall, as Emma and Sidney watch Regina from a distance, Mr. Gold appears behind them. He tells Emma that if she wants to take Regina down she’ll need a strong ally. She turns down his offer as Regina strides up. Regina shoos Sidney away. She wants Emma to go back to upholding the law and not breaking it. Emma still doesn’t believe Regina is innocent. Regina says Emma lost the high ground and she is going to stay away from her and more importantly, Henry. She makes sure Emma understands, “You don’t get to see my son unless I say so. And right now? I don’t say so.”

At the new playground, Emma watches as Henry plays. He pulls out the walkie she gave him when he sees her and asks why she’s so far away. Emma tells him that she messed up and now Regina doesn’t want them seeing each other for a while. He doesn’t want to be apart but Emma says she’ll find a way back in. And she says if his book is out there, she’ll find it. Henry tells her good luck, “It’s probably gone and it’s probably never coming back.” She drives away as Henry sadly watches her go.

In his room at Granny’s, the Stranger cuts the lock on the box containing Henry’s story book. He holds it in his hands and stares at it. But what’s he going to do with it?

Sidney is having a drink at Granny’s when Emma takes a seat next him. They commiserate about not being able to beat Regina. He tells Emma that there are a lot more skeletons in Regina’s closet, “And the good news? Now you’ve got yourself an ally.” They raise their glasses and toast. Emma, “We won’t get fooled again.”

In Fairy Tale Land, the Genie tells the Queen it is done, they are free to be together. He’s elated but the Queen is somber. She tells him the palace guards found the snake and know it’s from his country. They know he killed the King. It’s only a matter of time before he’s caught and executed. The Queen says she’s sorry that they’ll never be together but she’s arranged for a boat to provide him safe passage out of the kingdom, “You must leave at once.” The Genie doesn’t move. We see it on his face -- he knows the Queen used him and wanted the murder traced back to him. He looks at her, his heart breaking, “You... fooled me. You -- you never loved me.” Now all pretenses are dropped as the Queen demeanor changes from caring to disdain. She tells him he is of no use to her now and she doesn’t love him. The Genie’s eyes are filled with sadness, “I can’t live without you. I won’t live without you.” She tells him there is no way they will ever be together. He tells her there is one way and pulls out the magic lamp. The Genie still has one wish left, “I wish to be with you forever. To look upon your face always, to never leave your side...” Poof! The Genie disappears in a puff of smoke. The Queen looks about her chamber for the Genie. Then she hears his voice and then realizes it’s coming from the hand mirror she’s holding. The Genie is trapped inside the mirror, “No... No... No...!” The Queen watches as the Genie pounds his fists against the glass, trying to escape. Her shock is replaced by a smug smile, “Well, looks like you got your wish. You will be with me forever.”

Back in Storybrooke, Sidney stares at his reflection in mirror on the wall. He’s in Regina’s office. She appears and tells him to have seat. He takes a sit on a coach wearing a cold and impassive face. Regina sits next to him, “Well?” Sidney pulls out a tape recorder and plays the conversation he had with Emma about being her ally. Regina smiles, “She bought it.” Sidney says she bought all of it. She congratulates him on cutting the brakes on Emma’s cruiser, calling it inspired. They gloat, now that Emma trusts him, he’ll report it all back to Regina. She puts her hand on his knee. It’s seductive. She leans in, “I don’t know what I’d do without you Sidney.” Off Sidney, as trapped by his unrequited love for Regina in Storybrooke as he was in Fairy Tale Land.